SET requests to clarify news or information


Subject                                  : Clarification of news or information 
requested by SET
Description (Update)                     :
As per the letter No. BorJor. 101/2568 dated April 4, 2025, from the Stock 
Exchange of Thailand ("SET") to King Gen Public Company Limited ("the Company"),
requiring the Company to clarify information in the 2024 annual financial
through SET's disclosure system regarding the following significant items:
(1) Deposits for various transactions of KGEN's group, many of which have been 
cancelled, resulting in partial refunds or no refund and leading to litigation
and
(2) Investment in the electric vehicle business, funded through capital increase
offering as private placement, where the company received 10% of capital
increase.
These cases may affect to the operating results and business operations of 
KGEN's group.
The Company would like to clarify as follows;

1.	Deposits for various transactions of KGEN's group, many of which have been 
cancelled, resulting in partial refunds or no refund and leading to litigation
1.1 Additional Information:
(a) Deposit to perform due diligence on Racha Inter Group Co., Ltd. ("RACHA"): 
The Company plans to expand its business to the eastern region, which has high
economic growth, large investment projects from both public and private sectors,
and a significant potential customer base, especially in industrial estates.
The Company is interested in expanding its business through collaboration and
investment in RACHA, which has a substantial customer base in industrial estates
 and other customers in the eastern region.
In 2023, the Company discussed with shareholders and executives of RACHA and 
conducted preliminary checks based on RACHA's 2022 financial statements (the
latest audited version at that time), customer information, and assets. The
Company's executives visited the business and interviewed shareholders,
directors, and executives of RACHA to assess the business potential and
feasibility of joint operations. Since RACHA's shareholders expressed interest
in joint business operations, the Company and RACHA major shareholders drafted a
memorandum of understanding for the Company to acquire a 50% stake in RACHA.
The Company hired Financial Advisor to conduct due diligence to verify the
business status and evaluate the investment value.
During the due diligence process, RACHA shareholders required the Company to 
deposit 10 million baht to demonstrate its genuine interest in investing. Since
RACHA business is similar to and competes with the Company's subsidiary, Montri
Transport Corporation Public Co., Ltd., disclosing information to the Company
posed a risk to RACHA business if the Company was not genuinely interested in
investing. The memorandum of understanding stipulated that RACHA shareholders
must refund the deposit immediately upon cancellation of the memorandum. To
mitigate risks, the Company required RACHA shareholders to sign a pre-transfer
share certificate for the 50% stake in RACHA.
However, after the Company conducted due diligence, it found that RACHA could 
not close its 2023 financial statements on time, raising doubts about the
accuracy of the 2022 financial statements submitted to the Department of
Business Development, Ministry of Commerce. Additionally, the information
obtained by the Company and its financial advisory was insufficient for
investment decisions. Therefore, the Company canceled the memorandum of
understanding and requested RACHA shareholders to refund the deposit as per the
agreement.
(b) Entering into a Joint Operation Agreement between Montri Trans Corporation 
Public Company Limited ("MONTRI") and RACHA.
While the Company was conducting due diligence on RACHA, as explained in item 
1.1 (a), the Company simultaneously began exploring opportunities and channels
for business expansion into the Eastern region through cooperation with RACHA
This involved entering into a joint operation agreement to deploy MONTRI's
electric vehicles, which have lower operating costs, to serve RACHA's customers
for revenue sharing, thereby increasing MONTRI's income. However, initially, for
MONTRI to deploy its electric vehicles, RACHA would need to negotiate with its
customers to change vehicle types and alter its own vehicle routes, potentially
including the termination of contracts with some contracted service providers.
Furthermore, allowing MONTRI to jointly serve RACHA's customers before the
Company invested in RACHA posed a risk that RACHA might lose its customer base
to MONTRI and the Company. Therefore, RACHA stipulated a condition requiring
MONTRI to place a deposit of 23 million baht to demonstrate MONTRI's genuine
intention to deploy electric vehicles for joint service. The joint operation
agreement specified that RACHA would be obligated to return this amount to the
Company within a defined timeframe.
To mitigate risk, MONTRI required RACHA to provide post-dated checks, along with
the transfer of rights to receive payments under customer contracts, with
personal guarantees from RACHA's directors and shareholders, and the pledging of
 RACHA's shares as collateral.
Subsequently, based on the information obtained by the Company and MONTRI from 
reviewing customer contracts, vehicle routes, and RACHA's business status and
liquidity, it was found that deploying vehicles for joint service might pose
risks to the business's cash flow and might not generate sufficient profit to be
shared between the contracting parties. MONTRI therefore postponed the joint
operation. Furthermore, when the deadline for the return of the 23 million baht
to MONTRI arrived, the checks provided by RACHA were dishonored by the bank.
Consequently, MONTRI initiated legal proceedings against RACHA and its
directors, both civilly and criminally.
(c) Entering into an Agreement to study the feasibility of Land Investment for 
Car Parking Development:
In 2024, MONTRI planned to construct its own car parking facilities to reduce 
rental costs for scattered parking areas. MONTRI intended to study the
feasibility of purchasing land located at Kingkaew Road, Bangphliyai
Sub-District, Bangphliyai District, Samutprakarn Province for car parking
development, potentially developing a full-scale car parking project, as the
land had potential for other real estate projects. The Company's executives and
MONTRI inspected the land to assess its potential and found it feasible. MONTRI
made an agreement with the land owner to allow MONTRI to study the feasibility
of the project for 120 days, 2 times extendable for another 90 days. The land
owner agreed not to sell, transfer, or encumber the land during the feasibility
study period. In return, MONTRI deposited a total of 180 million baht with the
land owner to ensure that if the project was feasible and approved by the
Company's Board of Directors and shareholders, MONTRI could purchase the land as
studied. MONTRI hired legal consultants to draft contracts to mitigate risks or
disadvantages that might arise from the transaction. MONTRI reviewed the
financial statements and found no facts that raised doubts about the land
owner's ability to refund the deposit. The land owner issued a pre-payment check
for the deposit refund, and the land owner's shareholders pledged shares as
additional collateral.
MONTRI hired certified asset appraisers from the SEC's approved list to evaluate
the asset value before seeking board approval for the purchase. However, after
studying the project's feasibility, it concluded that purchasing the land for
car parking development was not cost-effective, considering acquisition costs,
return rates, and cash flow requirements. The Company's Board of Directors
meeting No.13/2024 on November 13, 2024 resolved to cancel the land purchase for
 car parking development.
Currently, MONTRI has received the full deposit refund, with the final 
installment of 60 million baht received on March 6, 2025.
(d) Entering into an Agreement to Purchase Land and Buildings
MONTRI entered into an agreement to purchase land and buildings with the 
objective of using them as a factory for assembling OMODA & JAECOO brand
automobiles. The Company placed a total down payment of 230 million baht with
the land owner. This included an initial down payment of 30 million baht at the
time of signing the agreement, followed by several subsequent down payments
totaling 230 million baht. These additional down payments were made due to
delays in the capital increase process and served to extend the payment period
for the total land price of 1,000 million baht. Subsequently, MONTRI transferred
its rights under the land sale and purchase agreement to OMODA & JAECOO
Manufacturing (Thailand) Co., Ltd. (OJMT), a company in which the Group has
invested to manufacture electric vehicles, as detailed in the agenda item
approved by the Extraordinary General Meeting of Shareholders No. 2/2024.
Currently, OJMT has completed the purchase and registration of the transfer of
ownership of the aforementioned land and buildings. Therefore, the deposit for
the land and buildings, totaling 230 million baht, was fully refunded to MONTRI
on March 11, 2025.
1.2	Board of Directors' Opinion
The Company convened an urgent Board of Directors Meeting No. 2/2025 on April 
10, 2025, to consider the aforementioned issues as requested for clarification
by the Stock Exchange of Thailand (SET). The Board of Directors resolved to
acknowledge the Company's clarifications in item 1.1 and offered the following
opinions:
1.2.1 Reasonableness of Placing Deposits and Considering the Counterparty's 
Ability to Perform the Contract, Investment Risks and Risk Mitigation, and
Non-Refundability of Deposits, Including the Impact on Business Operations,
Business Expansion Plans, and Liquidity of the Group
(a) Placing Funds to Conduct Due Diligence on RACHA
The Board of Directors considered the preliminary information presented in the 
2022 financial statements, along with the analysis of existing customer
contracts as of the transaction approval date. The Board opined that RACHA was
attractive due to its business potential and its ability to serve as a base for
the Group's business expansion into the Eastern region. The condition requiring
a deposit of 10 million baht (representing 1.6% of RACHA annual revenue of
approximately 600 million baht) was deemed reasonable and acceptable. This was
because the nature of RACHA's business involves competition with MONTRI and
disclosing information to the Company posed a risk of impacting RACHA's
business. Furthermore, the counterparty, who is a director and major shareholder
of RACHA was capable of fulfilling the share sale and purchase agreement. If
the share sale and purchase agreement were to be signed, the deposit would be
considered part of the purchase price. If the Company decided not to invest, the
shareholders of RACHA would be obligated to return the full deposit amount to
the Company.
(b) Entering into a Joint Operation Agreement between MONTRI and RACHA
The Board of Directors believes that the business cooperation with RACHA which 
possesses business potential and a quality customer base, would not only open
avenues for business expansion into the Eastern region but also provide a
channel to generate additional revenue from MONTRI's assets. It would also allow
MONTRI to practically assess RACHA's business operations, which would be
beneficial for the Company's decision-making regarding a potential investment in
RACHA. Additionally, this cooperation would prevent other competitors from
gaining market share through collaboration with RACHA. However, MONTRI's
involvement in providing services to RACHA's customers also posed a risk to
RACHA own business. Therefore, the deposit condition of 23 million baht
(approximately 7.2% of the value of customer contracts that RACHA. would bring
for MONTRI to jointly service) was deemed commercially reasonable when
considering the opportunities the Group would receive from this cooperation.
Furthermore, based on the assessment of customer quality and service routes of
Racha Co., Ltd., along with the assets presented in the financial statements and
the collateral received as of the transaction approval date, the Board believes
that RACHA and the guarantor have sufficient cash flow and assets to repay the
deposit to MONTRI.
(c) Entering into an Agreement to Study the Feasibility of Investing in Land for
 Development as a Parking Lot
The Board of Directors considered the deposit of 180 million baht to be 
reasonable. This was based on the assessment that the land was located along a
main road, was a large contiguous plot with existing development, and was
suitable for developing into a parking lot project for MONTRI with potential for
other types of development as well. Seeking a new, similarly potential land
plot as a replacement could take significant time and incur substantial costs
compared to securing the opportunity to purchase the existing land. Considering
the collateral provided by the land owner, if the project proved feasible and a
land sale and purchase agreement were signed, the deposited amount would be
considered part of the purchase price. If MONTRI decided not to purchase the
land, the land owner would be obligated to return the full deposit amount.
Currently, MONTRI has already received the full refund of this amount.
The Board of Directors further opined that the agreements and deposits mentioned
above in items (a), (b), and (c) were intended for investment to expand the
business, primarily aiming to increase revenue, reduce expenses, and increase
the net profit of the Group. However, after these transactions, the feasibility
study results might not align with the Company's projections, or certain facts
posing risks to the projects might emerge. Consequently, the Company found it
necessary to terminate or postpone the operations and request the counterparties
to return the deposited funds to the Company/Group. Furthermore, these deposits
did not impact the Company's liquidity, as the Company primarily used working
capital obtained from the capital increase, as well as remaining liquidity from
the operations of its subsidiaries, for these transactions. The postponement or
cancellation of these projects did not affect the Group's business expansion
plans, as the Group has other expansion plans in place or may adjust the studied
 project plans to ensure feasibility.
(d) Entering into an Agreement to Purchase Land and Buildings
The Board of Directors considered the deposit placed under the land sale and 
purchase agreement to be a normal business transaction, where the amount can
vary depending on negotiation power, the characteristics and potential of the
land, and the timeframe for registering the transfer of ownership of the land
and buildings. The additional deposit was necessary due to the request for an
extension of the final payment deadline and the land ownership transfer
registration, which were caused by delays in securing the capital increase due
to the economic downturn and depressed stock market conditions. The additional
deposit was made to prevent MONTRI and OJMT from losing the opportunity to
acquire the land and buildings. The Board believed that, as of the transaction
approval date, the land owner was capable of fulfilling the agreement to sell
the land to MONTRI/OJMT. Currently, OJMT has already completed the registration
of the transfer of ownership of the land and buildings on February 25, 2025.
The Board of Directors further opined that the agreement and deposit mentioned 
above in item (d) were intended for investment to expand the business, primarily
aiming to increase revenue and net profit of the Group. The deposit did not
impact the Company's liquidity, as the Company primarily used working capital
obtained from the capital increase, as well as remaining liquidity from the
operations of its subsidiaries, for this transaction
1.2.2 Future Investment Policy to Prevent Cases of Non-Refundable Deposits or 
Disputes, Such as Requiring Collateral, etc.
The Board of Directors has emphasized the investment activities of the Group, 
particularly the acquisition of assets or businesses. For the acquisition of
shares in businesses, financial advisors have been engaged to conduct thorough
due diligence. For the acquisition of land or buildings, independent appraisers
approved by the Securities and Exchange Commission (SEC) have been engaged for
valuation. However, the Board has assigned the Management to review and improve
the investment charter and policy to ensure greater prudence, especially
regarding advance payments or deposits and the prevention of non-refundability.
This will specify that in addition to requiring collateral, such collateral
should also be reliable, enforceable, and liquid. Furthermore, a working group
for investment risk assessment will be established to review, screen, and
provide opinions on these matters to the Board of Directors.
1.2.3 Whether the Transactions are Related Party Transactions and How
All the aforementioned transactions do not fall under the definition of related 
party transactions. The major shareholder group, company Directors, and
executives involved in these transactions are not considered related parties as
defined by law in any way.

2. 	Investment in the Electric Vehicle Manufacturing and Distribution Business: 
The Group Invests in OJMT and OMODA & JAECOO (Thailand) Co., Ltd. (OJST) to
Invest in the Electric Vehicle Manufacturing and Distribution Business The
funding source will be a private placement (PP) of 1,000 million baht to 4
specific individuals. The Company has received capital increase funds from 2 PP
investors, namely Mr. Khanist Srivajiraprabha and Mr. Anek Pinwanichkul,
amounting to 10% of the capital increase. Therefore, please provide additional
information as follows:
2.1 	Sufficiency of Funds for Business Operations and Securing Additional 
Funding Sources, Progress of Factory Construction, and Completion Timeline for
Commercial Revenue Generation, Expected Returns, and Impact on Business
Operations if Additional Funding Cannot be Secured
As approved by the Extraordinary General Meeting of Shareholders No. 2/2024, 
which specified a funding requirement of 1,261,870,000 baht, the Company would
like to clarify that the funding amount and requirements remain unchanged.
Regarding securing funding for the aforementioned investment project, the 
Company still aims to obtain a portion of the funds through a specific private
placement (PP) of 500 million shares, as approved by the Extraordinary General
Meeting of Shareholders No. 2/2024. Shareholders have already exercised their
rights to purchase 100 million shares, leaving 400 million shares pending
payment by the rights holders. The delay is due to the economic conditions and
the downturn in the stock market, which has slowed down fundraising and
prevented it from meeting the Company's projected targets. However, the Company
is also exploring additional funding sources, such as funds and financial
institutions.
The Company disseminated news via the SET website on March 17, 2025, regarding 
the completed purchase of land and a factory to be used as a manufacturing and
assembly plant for automobiles. The land already has a completed factory
building ready for use. Therefore, the next step involves installing machinery
for automobile assembly. However, due to delays in the land and factory
acquisition, as well as delays in fundraising, the timeframe for the factory to
commence commercial production may need to be postponed from the third quarter
of 2025 to the fourth quarter of 2025. This one-quarter delay in production
commencement is not expected to significantly impact the expected rate of
return.

2.2 	Current Shareholding Structure of OMODA & JAECOO Manufacturing (Thailand) 
Co., Ltd. ("OJMT") and OMODA & JAECOO (Thailand) Co., Ltd. ("OJST") and the
Impact on OJMT's Land Ownership under Thai Law if Foreign Joint Venture Partners
 Hold More Than 49%
The Company holds a 99.99% stake in King Gen Auto Co., Ltd. (KGA), and KGA holds
shares in OJMT and OJST (based on the current paid-up registered capital of
both OJMT and OJST) as follows:
Company	Paid-up Capital (Baht) OJMT	Shareholding Proportion (%)	Paid-up Capital 
(Baht) OJST	Shareholding Proportion (%)
1.	Wuhu Purui Automobile Investment Co., Ltd. 
("Purui")	714,369,900	75.6%	100,999,900	92.3%
2.	KGA	230,000,100	24.4%	8,416,725	7.7%
Total	944,370,000	100%	109,416,625	100%

Currently, Purui, a company of Chinese nationality, holds a majority stake 
exceeding 50% in OJMT. However, OJMT has received investment promotion from the
Board of Investment (BOI), which has granted rights to OJMT to own land for its
promoted business operations. As a result, OJMT can hold land for its promoted
activities even though it is a company with foreign shareholders holding more
than 50% of the shares. In this regard, OJMT has already registered the transfer
of land ownership with the Land Department and the transfer of ownership of the
 land has been legally completed, as previously explained.
Furthermore, the Company still aims to increase its shareholding in OJMT and 
OJST to 60% and 25%, respectively, as approved by the shareholders' meeting. It
is expected that the capital increase in both companies will be completed within
 the third quarter of 2025.

2.3 	Type of Investment by the Company in OJMT and OJST, and Compliance with 
Asset Acquisition and Related Party Transaction Criteria Upon Investment
Currently, the Company classifies its investment in OJMT and OJST as investments
in associated companies. The Company has complied with the asset acquisition
criteria as approved by the Extraordinary General Meeting of Shareholders No.
2/2024.
	
Please be informed accordingly.



Sincerely yours,
King Gen Public Company Limited

		
(Miss Pornthip Trongkingtorn)
Chief Executive Officer

	


                         Signature ___________________________
                                    ( Miss Pornthip Trongkingtorn )
                                    Chief Executive Officer
                         Authorized to sign on behalf of the company

______________________________________________________________________

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